The Alberta Gazette

Part I

Vol. 107 Edmonton, Thursday, June 30, 2011 No. 12

GOVERNMENT NOTICES

Agriculture and Rural Development

Form 15

(Irrigation Districts Act)

(Section 88)

Notice to Irrigation Secretariat:

Change of Area of an Irrigation District

On behalf of the Western Irrigation District, I hereby request that the Irrigation

Secretariat forward a certified copy of this notice to the Registrar for Land Titles for

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

The following parcels of land should be removed from the irrigation district and the

notation removed from the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0017 820 069

7710634;4;45

111 123 107

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

completed and the area of the Western Irrigation District should be changed

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

Culture and Community Spirit

Decisions on Geographical Names

(Historical Resources Act)

Notice is hereby given that pursuant to

section 18, subsection 3 of the Historical

Resources Act the following decisions on geographical names were duly authorized

on February 15, 2008.

APPROVED

NTS Map Sheet 84 D/7 - "Eureka River"

Ednam Lake

(lake)

Located in:

Sec. 23, 26 and 27, Twp. 85, Rge. 4, West of 6th Meridian

(50ø 23' 44? N & 118ø 31' 14?

W) Approximately 37 km northwest of Fairview.

This small, shallow lake is named for the nearby Ednam School District No. 4359 that

operated from 1931 to 1941. The school was located approximately 8 kilometres

SSW of the lake. The name is likely derived from the community of Ednam,

Scotland, which is located in The Scottish Borders. The immigration papers for

William Gibb, a homesteader in the region and one of the first school district trustees,

state that he was born at Gordon, Scotland, in about 1900 and his four sons were all

born at Kelso, Scotland. The communities of Kelso, Ednam and Gordon are in close

proximity to each other. Ednam, Scotland is situated on the River Eden and the name

Ednam is derived from "Eden-ham" meaning "settlement on the Eden."

Signed January 23, 2008

Irene Nicolson, Chair

Alberta Historical Resources Foundation

Signed February 15, 2008

Hector Goudreau, Minister

Tourism, Parks, Recreation and Culture

APPENDIX

Notice is hereby given that pursuant to

section 18, subsection 3 of the Historical

Resources Act the following decisions on geographical names were duly authorized

on February 15, 2008.

RESCINDED

NTS Map Sheet 73 E/10 - "Clandonald"

Lac Tremble

(lake)

Located in:

Sec. 30, Twp. 52, Rge. 4, West of 4th Meridian

(53ø 30' 49? N & 110ø 36' 08?

W) Approximately 9 km southwest of Dewberry

This lake no longer exists. Although the lake appears on maps dating back to the

1850s, by the 1980s it had been either drained or dried up. The location of the former

lake is now a hay flat.

Signed January 23, 2008

Irene Nicolson, Chair

Alberta Historical Resources Foundation

Signed February 15, 2008

Hector Goudreau, Minister

Tourism, Parks, Recreation and Culture

APPENDIX

Hosting Expenses Exceeding $600.00

For the Period January 1, 2011 to March 31, 2011

Function: 2010 Grey Cup Youth Brunch

Date: November 27, 2010

Amount: $600 (the total event cost was $1,200, shared by two ministries)

Purpose: A youth brunch to kick-off their Grey Cup experience hosted jointly by

Minstry of Tourism, Parks and Recreation and Culture and Community Spirit.

Location: Crowne Plaza Chateau Lacombe Hotel, Edmonton, AB

BU #: 022

Function: Minister's meeting with film/television industry executives/producers in

the Los Angeles area

Date: January 19, 2011

Amount: $1,172.51

Purpose: Promotion of Alberta's film, television, and digital media industries to the

Los Angeles/Hollywood marketplace to help facilitate opportunities of co-production

and filming on location in Alberta.

Location: Coast Restaurant, Santa Monica, California, USA

BU #: 022

Function: Alberta's Delegation Debriefing of the Minister's Marketing trip to Los

Angeles

Date: January 20, 2011

Amount: $803.82

Purpose: Promotion of Alberta's film, television, and digital media industries to the

Los Angeles/Hollywood marketplace to help facilitate opportunities of co-production

and filming on location in Alberta.

Location: i Cugini Restaurant, Santa Monica, California, USA

BU #: 022

Energy

Production Allocation Unit Agreement

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Suffield Upper

Mannville Agreement #38" and that the Unit became effective on May 1, 2011.

Safety Codes Council

Agency Accreditation

Pursuant to

Section 30 of the Safety Codes Act it is hereby ordered that

Accurate Inspection Services, Accreditation No. A000855, Order No. 2816

provide services under the Safety Codes Act for Electrical.

Consisting of all parts of the Canadian Electrical Code, Code for Electrical

Installations at Oil and Gas Facilities and Alberta Electrical Utility Code.

Accredited Date: June 1, 2011 Issued Date: June 1, 2011.

Municipal Accreditation - Cancellation

(Safety Codes Act)

Pursuant to

section 26 of the Alberta Safety Codes Act it is hereby ordered that

Summer Village of Sunset Point, Accreditation No. M000306, Order No. 1150

Is to cease administration under the Safety Codes Act within its jurisdiction for

Building

Issued Date: June 1, 2011.

_______________

Pursuant to

section 26 of the Alberta Safety Codes Act it is hereby ordered that

Summer Village of Sunset Point, Accreditation No. M000306, Order No. 1151

Is to cease administration under the Safety Codes Act within its jurisdiction for

Electrical

Issued Date: June 1, 2011.

_______________

Pursuant to

section 26 of the Alberta Safety Codes Act it is hereby ordered that

Summer Village of Sunset Point, Accreditation No. M000306, Order No. 1152

Is to cease administration under the Safety Codes Act within its jurisdiction for Gas

Issued Date: June 1, 2011.

Pursuant to

section 26 of the Alberta Safety Codes Act it is hereby ordered that

Summer Village of Sunset Point, Accreditation No. M000306, Order No. 1153

Is to cease administration under the Safety Codes Act within its jurisdiction for

Plumbing

Issued Date: June 1, 2011.

Joint Municipal Accreditation - Cancellation

(Safety Codes Act)

Pursuant to

section 23 of the Safety Codes Act it is hereby ordered that

Beaver County, Village of Holden, Village of Ryley, Town of Tofield, Town of

Viking, Accreditation No. J000147, Order No. 1321

Due to the voluntary withdrawal from accreditation is to cease administration under

the Safety Codes Act within its jurisdiction for Fire

Consisting of all parts of the Alberta Fire Code, including investigations, including

applicable Alberta amendments and regulations. Excluding

Part 4 requirements for

tank storage of flammable and combustible liquids. Excluding any or all things,

processes or activities that fall within the boundaries of a Corporation where that

Corporation was accredited to administer the Safety Codes Act prior to the

accreditation date of this Order. A Corporation accredited prior to a corporation

maintains jurisdiction over the administration of the Safety Codes Act unless the

Corporation agrees and transitions authority in writing to the municipality.

Issued Date: June 13, 2011.

Regional Services Commission Accreditation

(Safety Codes Act)

Pursuant to

section 27 of the Safety Codes Act it is hereby ordered that

Beaver Emergency Services Commission, Accreditation No. R000856, Order No.

administer the Safety Codes Act within their jurisdiction for Fire

Consisting of all parts of the Alberta Fire Code, including investigations, including

applicable Alberta amendments and regulations. Excluding

Part 4 requirements for

tank storage of flammable and combustible liquids. Excluding any or all things,

processes or activities that fall within the boundaries of a Corporation where that

Corporation was accredited to administer the Safety Codes Act prior to the

accreditation date of this Order. A Corporation accredited prior to a corporation

maintains jurisdiction over the administration of the Safety Codes Act unless the

Corporation agrees and transitions authority in writing to the municipality.

Accredited Date: June 13, 2011 Issued Date: June 13, 2011.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on April 12, 2011 pursuant to

sections 223 and 224 of the Securities Act.

1. National Instrument 31-103 Registration Requirements and Exemptions is

amended by this Instrument.

2. The instrument title is amended by replacing "and Exemptions" with ",

Exemptions and Ongoing Registrant Obligations".

3. Subsection 1.1 is amended by

(

a) deleting the definition of "NI 45-106",

(

b) replacing paragraph (

d) of the definition of "permitted client" with the

following:

(

d) a person or company registered under the securities legislation of

a jurisdiction of Canada as an adviser, investment dealer, mutual

fund dealer or exempt market dealer;, and

(

c) by replacing "NI 45-106" wherever the expression occurs with

"National Instrument 45-106 Prospectus and Registration Exemptions".

4. Subsection 1.3 (1) is amended

(

a) in paragraphs (

a) and (

b) by replacing "registered firm" with "person

or company",

(

b) in subparagraph (b)(

i) by replacing "firm" wherever the expression

occurs with "person or company", and

(

c) in subparagraph (b)(ii) by replacing "firm's" with "person or

company's".

Section 3.1 is amended

(

a) in the definition of "Canadian Investment Funds Exam" by replacing

"Canadian Investment Funds Exam" with "Canadian Investment Funds

Course Exam",

(

b) by replacing "Investment Funds Institute of Canada" wherever it occurs

with "IFSE Institute", and

(

c) by adding the following after the definition of "Canadian Securities

Course Exam":

Chief Compliance Officers Qualifying Exam" means the examination

prepared and administered by CSI Global Education Inc. and so named

on the day this Instrument comes into force, and every examination that

preceded that examination, or succeeded that examination, that does not

have a significantly reduced scope and content when compared to the

scope and content of the first-mentioned examination;.

Section 3.3 is replaced with the following:

3.3 Time limits on examination requirements

(1) For the purpose of this Part, an individual is deemed to have not

passed an examination unless the individual passed the

examination not more than 36 months before the date of his or her

application for registration.

(2) Subsection (1) does not apply if the individual passed the

examination more than 36 months before the date of his or her

application and has met one of the following conditions:

(

a) the individual was registered in the same category in any

jurisdiction of Canada at any time during the 36-month

period before the date of his or her application;

(

b) the individual has gained 12 months of relevant securities

industry experience during the 36-month period before the

date of his or her application.

(3) For the purpose of paragraph (2)(a), an individual is not

considered to have been registered during any period in which the

individual's registration was suspended..

7. Subsection 3.4 (1) is amended by adding ", including understanding the

structure, features and risks of each security the individual recommends" after

"competently".

Section 3.5 is replaced with the following:

3.5 Mutual fund dealer - dealing representative

A dealing representative of a mutual fund dealer must not act as a dealer

in respect of the securities listed in

section 7.1(2)(

b) unless any of the

following apply:

(

a) the individual has passed the Canadian Investment Funds Course

Exam, the Canadian Securities Course Exam or the Investment

Funds in Canada Course Exam;

(

b) the individual has met the requirements of

section 3.11 [portfolio

manager - advising representative];

(

c) the individual has earned a CFA Charter and has gained 12

months of relevant securities industry experience in the 36-month

period before applying for registration;

(

d) the individual is exempt from

section 3.11 [portfolio manager -

advising representative] because of subsection 16.10(1)

[proficiency for dealing and advising representatives]..

Section 3.6 is amended

(

a) in subparagraph (a)(

i) by replacing "Canadian Investment Funds

Exam" with "Canadian Investment Funds Course Exam",

(

b) in subparagraph (a)(ii) by replacing "or" with "," and by adding "or

the Chief Compliance Officers Qualifying Exam;" after "Compliance

Exam", and

(

c) by adding the following after paragraph (b):

(

c) section 3.13 [portfolio manager - chief compliance officer] does

not apply in respect of the individual because of subsection

16.9(2) [registration of chief compliance officers]..

Section 3.7 is replaced with the following:

3.7 Scholarship plan dealer - dealing representative

A dealing representative of a scholarship plan dealer must not act as a

dealer in respect of the securities listed in

section 7.1(2)(

c) unless the

individual has passed the Sales Representative Proficiency Exam..

Section 3.8 is amended by adding, in paragraph (c), after "Exam", "or the

Chief Compliance Officers Qualifying Exam.".

Section 3.9 is replaced with the following:

3.9 Exempt market dealer - dealing representative

A dealing representative of an exempt market dealer must not perform

an activity listed in

section 7.1(2)(

d) unless any of the following apply:

(

a) the individual has passed the Canadian Securities Course Exam;

(

b) the individual has passed the Exempt Market Products Exam;

(

c) the individual has earned a CFA Charter and has gained 12

months of relevant securities industry experience in the 36-month

period before applying for registration;

(

d) the individual satisfies the conditions set out in

section 3.11

[portfolio manager- advising representative];

(

e) the individual is exempt from

section 3.11 [portfolio manager -

advising representative] because of subsection 16.10(1)

[proficiency for dealing and advising representatives]..

Section 3.10 is replaced with the following:

3.10 Exempt market dealer - chief compliance officer

An exempt market dealer must not designate an individual as its chief

compliance officer under subsection 11.3(1) [designating a chief

compliance officer] unless any of the following apply:

(

a) the individual has passed the following:

(

i) the Exempt Market Products Exam or the Canadian

Securities Course Exam; and

(ii) the PDO Exam or the Chief Compliance Officers

Qualifying Exam;

(

b) the individual has met the requirements of

section 3.13 [portfolio

manager - chief compliance officer];

(

c) section 3.13 [portfolio manager - chief compliance officer] does

not apply in respect of the individual because of subsection

16.9(2) [registration of chief compliance officers]..

Section 3.11 is replaced with the following:

3.11 Portfolio manager - advising representative

An advising representative of a portfolio manager must not act as an

adviser on behalf of the portfolio manager unless any of the following

apply:

(

a) the individual has earned a CFA Charter and has gained 12

months of relevant investment management experience in the 36-

month period before applying for registration;

(

b) the individual has received the Canadian Investment Manager

designation and has gained 48 months of relevant investment

management experience, 12 months of which was gained in the

36-month period before applying for registration..

Section 3.12 is replaced with the following:

3.12 Portfolio manager - associate advising representative

An associate advising representative of a portfolio manager must not act

as an adviser on behalf of the portfolio manager unless any of the

following apply:

(

a) the individual has completed Level 1 of the Chartered Financial

Analyst program and has gained 24 months of relevant investment

management experience;

(

b) the individual has received the Canadian Investment Manager

designation and has gained 24 months of relevant investment

management experience..

Section 3.13 is amended

(

a) by replacing subparagraph (a)(ii) with the following:

(ii) passed the PDO Exam or the Chief Compliance Officers

Qualifying Exam and, unless the individual has earned the CFA

Charter, the Canadian Securities Course Exam, and,

(

b) in clause (a)(iii)(

B) by adding "also" after "and",

(

c) in paragraph (

b) by replacing "the PDO" with "either the PDO

Exam or the Chief Compliance Officers Qualifying",

(

d) in subparagraph (b)(ii) by adding "also" after "and", and

(

e) in paragraph (

c) by replacing "the PDO" with "either the PDO

Exam or the Chief Compliance Officers Qualifying".

Section 3.14 is amended

(

a) by replacing subparagraph (a)(ii) with the following:

(ii) passed the PDO Exam or the Chief Compliance Officers

Qualifying Exam and, unless the individual has earned the CFA

Charter, the Canadian Securities Course Exam, and,

(

b) in clause (a)(iii)(

B) by adding "also" after "and",

(

c) in subparagraph (b)(

i) by adding "Course" after "Canadian Investment

Funds",

(

d) in subparagraph b(ii) by adding "or the Chief Compliance Officers

Qualifying Exam" after "Exam", and

(

e) by adding the following after paragraph (c):

(

d) section 3.13 [portfolio manager - chief compliance officer] does

not apply in respect of the individual because of subsection

16.9(2) [registration of chief compliance officers]..

Section 3.15 is amended

(

a) in subsection (1) by adding "that is a member of IIROC" after "dealer",

and

(

b) in subsection (2) by adding "that is a member of the MFDA" after

"dealer".

19. Subsection 3.16 (3) is replaced with the following:

(3) In Qu‚bec, the requirements listed in subsection (2) do not apply to a

registered individual who is a dealing representative of a mutual fund

dealer to the extent equivalent requirements to those listed in subsection

(2) are applicable to the registered individual under the regulations in

Qu‚bec..

Section 4.1 is replaced with the following:

4.1 Restriction on acting for another registered firm

(1) A registered firm must not permit an individual to act as a

dealing, advising or associate advising representative of the

registered firm if the individual

(

a) acts as an officer, partner or director of another registered

firm that is not an affiliate of the first-mentioned registered

firm, or

(

b) is registered as a dealing, advising or associate advising

representative of another registered firm.

(2) Paragraph (1)(

b) does not apply in respect of a representative

whose registration as a dealing, advising or associate advising

representative of more than one registered firm was granted

before July 11, 2011..

21. Subsection 4.2(3) is amended by adding "or, in Qu‚bec, the securities

regulatory authority" after "the regulator".

Section 6.7 is replaced with the following:

6.7 Exception for individuals involved in a hearing or proceeding

Despite

section 6.6, if a hearing or proceeding concerning a suspended

registrant is commenced under securities legislation or under the rules of

an SRO, the registrant's registration remains suspended..

Section 7.1 is amended

(

a) in subparagraph (2)(b)(ii) by striking out "except in Qu‚bec,", and

(

b) by repealing subsection (3).

Section 8.6 is amended

(

a) by replacing the heading with "Investment fund trades by adviser to

managed account",

(

b) in subsection (1) by replacing "a non-prospectus qualified" with "an",

(

c) in subsection (2) by striking out "non-prospectus qualified",

(

d) in subsection (3) by adding "or, in Qu‚bec, the securities regulatory

authority" after "regulator", and

(

e) in subsection (3) by replacing "7 days" with "10 days".

Section 8.14 is amended by replacing "NI 45-106" with "National Instrument

45-106 Prospectus and Registration Exemptions".

26. Subsection 8.16 (1) is amended by deleting " "control person" has the same

meaning as in

section 1.1 of NI 45-106;" and by replacing "NI 45-106" with

"National Instrument 45-106 Prospectus and Registration Exemptions"

wherever the expression occurs.

27. Subsection 8.17 (5) is amended by replacing "8.3.1" with "8.4" and "NI 45-

106" with "National Instrument 45-106 Prospectus and Registration

Exemptions".

Section 8.18 is amended

(

a) in subsection (1) by deleting "," after "In this section" and by adding

the following before the definition of "foreign security":

"Canadian permitted client" means a permitted client referred to in any

of paragraphs (

a) to (e), (

g) or (

i) to (

r) of the definition of "permitted

client" in

section 1.1 if

(

a) in the case of an individual, the individual is a resident of

Canada;

(

b) in the case of a trust, the terms of the trust expressly

provide that those terms are governed by the laws of a

jurisdiction of Canada;,

(

c) in any other case, the permitted client is incorporated,

organized or continued under the laws of Canada or a

jurisdiction of Canada.,

(

b) in subsection (2) by adding "any of" after "in respect of",

(

c) in paragraphs (b), (

c) and (

d) by adding "Canadian" before "permitted

client",

(

d) in subsection (3) by replacing "exemptions" with "exemption" and

"are" with "is",

(

e) by replacing paragraph (3)(

d) with the following:

(

d) the person or company is acting as principal or as agent for

(

i) the issuer of the securities

(ii) a permitted client, or

(iii) a person or company that is not a resident of Canada;,

(

f) by replacing paragraph (4) with the following:

(4) The exemption under subsection (2) is not available to a person or

company in respect of a trade with a Canadian permitted client

unless one of the following applies:

(

a) the Canadian permitted client is a person or company

registered under the securities legislation of a jurisdiction

of Canada as an adviser or dealer;

(

b) the person or company has notified the Canadian permitted

client of all of the following:

(

i) the person or company is not registered in the local

jurisdiction to make the trade;

(ii) the foreign jurisdiction in which the head office or

principal place of business of the person or company

is located;

(iii) all or substantially all of the assets of the person or

company may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against

the person or company because of the above;

(

v) the name and address of the agent for service of

process of the person or company in the local

jurisdiction.,

(

g) by replacing subsection (5) with the following:

(5) A person or company that relied on the exemption in subsection

(2) during the 12 month period preceding December 1 of a year

must notify the regulator or, in Qu‚bec, the securities regulatory

authority of that fact by December 1 of that year., and

(

h) by adding the following after subsection (6):

(7) The adviser registration requirement does not apply to a person or

company that is exempt from the dealer registration requirement

under this

section if the person or company provides advice to a

client and the advice is

(

a) in connection with an activity or trade described under

subsection (2), and

(

b) not in respect of a managed account of the client..

29. Subparagraph 8.19(2)(a)(

i) is amended by adding, after "dealer", "in respect

of securities listed in

section 7.1(2)(b)".

30. Paragraph 8.22 (2)(

d) is amended by replacing "$25 000" with "$25,000".

31. The Note to

Section 8.25 is amended by replacing "7.24" with "8.25".

Section 8.26 is amended by

(

a) replacing the definition of "permitted client" with the following:

"Canadian permitted client" means a permitted client referred to in any

of paragraphs (

a) to (c), (e), (

g) or (

i) to (

r) of the definition of

"permitted client" in

section 1.1 if

(

a) in the case of an individual, the individual is a resident of

Canada;

(

b) in the case of a trust, the terms of the trust expressly

provide that those terms are governed by the laws of a

jurisdiction of Canada; and

(

c) in any other case, the permitted client is incorporated,

organized or continued under the laws of Canada or a

jurisdiction of Canada., and

(

b) replacing paragraphs (3), (4) and (5) with the following:

(3) The adviser registration requirement does not apply to a

person or company in respect of its acting as an adviser to

a Canadian permitted client if the adviser does not advise

that client on securities of Canadian issuers, unless

providing that advice is incidental to its providing advice

on a foreign security.

(4) The exemption under subsection (3) is not available unless

all of the following apply:

(

a) the adviser's head office or principal place of

business is in a foreign jurisdiction;

(

b) the adviser is registered or operates under an

exemption from registration, under the securities

legislation of the foreign jurisdiction in which its

head office or principal place of business is located,

in a category of registration that permits it to carry

on the activities in that jurisdiction that registration

as an adviser would permit it to carry on in the local

jurisdiction;

(

c) the adviser engages in the business of an adviser in

the foreign jurisdiction in which its head office or

principal place of business is located;

(

d) as at the end of its most recently completed financial

year, not more than 10% of the aggregate

consolidated gross revenue of the adviser, its

affiliates and its affiliated partnerships was derived

from the portfolio management activities of the

adviser, its affiliates and its affiliated partnerships in

Canada;

(

e) before advising a client, the adviser notifies the

client of all of the following:

(

i) the adviser is not registered in the local

jurisdiction to provide the advice described

under subsection (3);

(ii) the foreign jurisdiction in which the adviser's

head office or principal place of business is

located;

(iii) all or substantially all of the adviser's assets

may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights

against the adviser because of the above;

(

v) the name and address of the adviser's agent

for service of process in the local jurisdiction;

(

f) the adviser has submitted to the securities regulatory

authority a completed Form 31-103F2 Submission

to Jurisdiction and Appointment of Agent for

Service.

(5) A person or company that relied on the exemption in

subsection (3) during the 12 month period preceding

December 1 of a year must notify the regulator or, in

Qu‚bec, the securities regulatory authority of that fact by

December 1 of that year..

Section 8.29 is amended by adding the following after subsection (2):

(3) This

section does not apply in Ontario.

Section 9.3 is amended

(

a) in the heading by replacing "SRO" with "IIROC",

(

b) by replacing the introductory sentence in subsection (1) with the

following:

(1) Unless it is also registered as an investment fund manager, a

registered firm that is a member of IIROC is exempt from the

following requirements:,

(

c) in subsection (1) by inserting the following after paragraph (l):

(l.1)

section 13.15 [handling complaints];,

(

d) by replacing subsection (2) with the following:

(2) If a registered firm is a member of IIROC and is registered as an

investment fund manager, the firm is exempt from the following

requirements:

(

a) section 12.3 [insurance - dealer];

(

b) section 12.6 [global bonding or insurance];

(

c) section 12.12 [delivering financial information - dealer];

(

d) subsection 13.2(3) [know your client];

(

e) section 13.3 [suitability];

(

f) section 13.12 [restriction on lending to clients];

(

g) section 13.13 [disclosure when recommending the use of

borrowed money];

(

h) section 13.15 [handling complaints];

(

i) subsection 14.2(2) [relationship disclosure information];

(

j) section 14.6 [holding client assets in trust];

(

k) section 14.8 [securities subject to a safekeeping

agreement];

(

l) section 14.9 [securities not subject to a safekeeping

agreement];

(

m) section 14.12 [content and delivery of trade confirmation].,

and

(

e) by repealing subsections (3), (4), (5) and (6).

35. This instrument is amended by adding the following after

section 9.3:

9.4 Exemptions from certain requirements for MFDA members

(1) Unless it is also registered as an exempt market dealer, a

scholarship plan dealer or an investment fund manager, a

registered firm that is a member of the MFDA is exempt from the

following requirements:

(

a) section 12.1 [capital requirements];

(

b) section 12.2 [notifying the regulator of a subordination

agreement];

(

c) section 12.3 [insurance - dealer];

(

d) section 12.6 [global bonding or insurance];

(

e) section 12.7 [notifying the regulator of a change, claim or

cancellation];

(

f) section 12.10 [annual financial statements];

(

g) section 12.11 [interim financial information];

(

h) section 12.12 [delivering financial information - dealer];

(

i) section 13.3 [suitability];

(

j) section 13.12 [restriction on lending to clients];

(

k) section 13.13 [disclosure when recommending the use of

borrowed money];

(

l) section 13.15 [handling complaints];

(

m) subsection 14.2(2) [relationship disclosure information];

(

n) section 14.6 [holding client assets in trust];

(

o) section 14.8 [securities subject to a safekeeping

agreement];

(

p) section 14.9 [securities not subject to a safekeeping

agreement];

(

q) section 14.12 [content and delivery of trade confirmation].

(2) If a registered firm is a member of the MFDA and is registered as

an exempt market dealer, scholarship plan dealer or investment

fund manager, the firm is exempt from the following

requirements:

(

a) section 12.3 [insurance - dealer];

(

b) section 12.6 [global bonding or insurance];

(

c) section 13.3 [suitability];

(

d) section 13.12 [restriction on lending to clients];

(

e) section 13.13 [disclosure when recommending the use of

borrowed money];

(

f) section 13.15 [handling complaints];

(

g) subsection 14.2(2) [relationship disclosure information];

(

h) section 14.6 [holding client assets in trust];

(

i) section 14.8 [securities subject to a safekeeping

agreement];

(

j) section 14.9 [securities not subject to a safekeeping

agreement];

(

k) section 14.12 [content and delivery of trade confirmation].

(3) Subsections (1) and (2) do not apply in Qu‚bec.

(4) In Qu‚bec, the requirements listed in subsection (1) do not apply

to a mutual fund dealer to the extent equivalent requirements to

those listed in subsection (1) are applicable to the mutual fund

dealer under the regulations in Qu‚bec..

Section 10.6 is amended

(

a) in the heading by adding "or proceeding" after "hearing", and

(

b) by adding "or proceeding" after "hearing".

37. Subsection 11.2 (2) is replaced with the following:

(2) A registered firm must designate an individual under subsection (1) who

is one of the following:

(

a) the chief executive officer of the registered firm or, if the firm

does not have a chief executive officer, an individual acting in a

capacity similar to a chief executive officer;

(

b) the sole proprietor of the registered firm;

(

c) the officer in charge of a division of the registered firm, if the

activity that requires the firm to register occurs only within the

division and the firm has significant other business activities..

38. The heading of

section 11.4 is amended by replacing "board" with "the board

of directors".

39. Subsection 11.6(1) and (2) are replaced with the following:

(1) A registered firm must keep a record that it is required to keep under

securities legislation

(

a) for 7 years from the date the record is created,

(

b) in a safe location and in a durable form, and

(

c) in a manner that permits it to be provided to the regulator or, in

Qu‚bec, the securities regulatory authority in a reasonable period

of time.

(2) A record required to be provided to the regulator or, in Qu‚bec, the

securities regulatory authority must be provided in a format that is

capable of being read by the regulator or the securities regulatory

authority..

40. The note to s. 11.6 is amended by replacing "require" with "required".

Section 11.9 is replaced with the following:

11.9 Registrant acquiring a registered firm's securities or assets

(1) A registrant must give the regulator or, in Qu‚bec, the securities

regulatory authority written notice in accordance with subsection

(2) if it proposes to acquire any of the following:

(

a) beneficial ownership of, or direct or indirect control or

direction over, a security of a registered firm;

(

b) beneficial ownership of, or direct or indirect control or

direction over, a security of a person or company of which

a registered firm is a subsidiary;

(

c) all or a substantial part of the assets of a registered firm.

(2) The notice required under subsection (1) must be delivered to the

regulator or, in Qu‚bec, the securities regulatory authority at least

30 days before the proposed acquisition and must include all

relevant facts regarding the acquisition sufficient to enable the

regulator or the securities regulatory authority to determine if the

acquisition is

(

a) likely to give rise to a conflict of interest,

(

b) likely to hinder the registered firm in complying with

securities legislation,

(

c) inconsistent with an adequate level of investor protection,

(

d) otherwise prejudicial to the public interest.

(3) Subsection (1) does not apply to the following:

(

a) a proposed acquisition if the beneficial ownership of, or

direct or indirect control or direction over, the person or

company whose security is to be acquired will not change;

(

b) a registrant who, alone or in combination with any other

person or company, proposes to acquire securities that,

together with the securities already beneficially owned, or

over which direct or indirect control or direction is already

exercised, do not exceed more than 10% of any class or

series of securities.

(4) Except in Ontario and British Columbia, if, within 30 days of the

regulator's, or, in Qu‚bec, the securities regulatory authority's

receipt of a notice under subsection (1), the regulator or the

securities regulatory authority notifies the registrant making the

acquisition that the regulator or the securities regulatory authority

objects to the acquisition, the acquisition must not occur until the

regulator or the securities regulatory authority approves it.

(5) In Ontario, if, within 30 days of the regulator's receipt of a notice

under subsection (1)(

a) or (c), the regulator notifies the registrant

making the acquisition that the regulator objects to the

acquisition, the acquisition must not occur until the regulator

approves it.

(6) Following receipt of a notice of objection under subsection (4) or

(5), the person or company who submitted the notice to the

regulator or, in Qu‚bec, the securities regulatory authority may

request an opportunity to be heard on the matter..

Section 11.10 is replaced with the following:

11.10 Registered firm whose securities are acquired

(1) A registered firm must give the regulator or, in Qu‚bec, the

securities regulatory authority written notice in accordance with

subsection (2) if it knows or has reason to believe that any person

or company, alone or in combination with any other person or

company, is about to acquire, or has acquired, beneficial

ownership of, or direct or indirect control or direction over, 10%

or more of any class or series of voting securities of any of the

following:

(

a) the registered firm;

(

b) a person or company of which the registered firm is a

subsidiary.

(2) The notice required under subsection (1) must,

(

a) be delivered to the regulator or, in Qu‚bec, the securities

regulatory authority as soon as possible,

(

b) include the name of each person or company involved in

the acquisition, and

(

c) after the registered firm has applied reasonable efforts to

gather all relevant facts, include facts regarding the

acquisition sufficient to enable the regulator or the

securities regulatory authority to determine if the

acquisition is

(

i) likely to give rise to a conflict of interest,

(ii) likely to hinder the registered firm in complying

with securities legislation,

(iii) inconsistent with an adequate level of investor

protection, or

(iv) otherwise prejudicial to the public interest.

(3) This

section does not apply to an acquisition in which the

beneficial ownership of, or direct or indirect control or direction

over, a registered firm does not change.

(4) This

section does not apply if notice of the acquisition was

provided under

section 11.9 [registrant acquiring a registered

firm's securities or assets].

(5) Except in British Columbia and Ontario, if, within 30 days of the

regulator's or, in Qu‚bec, the securities regulatory authority's

receipt of a notice under subsection (1), the regulator or the

securities regulatory authority notifies the person or company

making the acquisition that the regulator or the securities

regulatory authority objects to the acquisition, the acquisition

must not occur until the regulator or the securities regulatory

authority approves it.

(6) In Ontario, if, within 30 days of the regulator's receipt of a notice

under subsection (1)(a), the regulator notifies the person or

company making the acquisition that the regulator objects to the

acquisition, the acquisition must not occur until the regulator

approves it.

(7) Following receipt of a notice of objection under subsection (5) or

(6), the person or company proposing to make the acquisition may

request an opportunity to be heard on the matter.

Section 12.1 is replaced with the following:

12.1 Capital requirements

(1) If, at any time, the excess working capital of a registered firm, as

calculated in accordance with Form 31-103F1 Calculation of

Excess Working Capital, is less than zero, the registered firm

must notify the regulator or, in Qu‚bec, the securities regulatory

authority as soon as possible.

(2) The excess working capital of a registered firm, as calculated in

accordance with Form 31-103F1 Calculation of Excess Working

Capital, must not be less than zero for 2 consecutive days.

(3) For the purpose of completing Form 31-103F1 Calculation of

Excess Working Capital, the minimum capital is

(a) $25,000, for a registered adviser that is not also a

registered dealer or a registered investment fund manager,

(b) $50,000, for a registered dealer that is not also a registered

investment fund manager, and

(c) $100,000, for a registered investment fund manager.

(4) Paragraph (3)(

c) does not apply to a registered investment fund

manager that is exempt from the dealer registration requirement

under

section 8.6 [investment fund trades by adviser to managed

account] in respect of all investment funds for which it acts as

adviser.

(5) This

section does not apply to a registered firm that is a member

of IIROC and is registered as an investment fund manager if all of

the following apply:

(

a) the firm has a minimum capital of not less than $100,000

as calculated in accordance with IIROC Form 1 Joint

Regulatory Financial Questionnaire and Report;

(

b) the firm notifies the regulator or, in Qu‚bec, the securities

regulatory authority as soon as possible if, at any time, the

firm's risk adjusted capital, as calculated in accordance

with IIROC Form 1 Joint Regulatory Financial

Questionnaire and Report is less than zero;

(

c) the risk adjusted capital of the firm, as calculated in

accordance with IIROC Form 1 Joint Regulatory Financial

Questionnaire and Report, is not less than zero for 2

consecutive days.

(6) This

section does not apply to a mutual fund dealer that is a

member of the MFDA if it is also registered as an exempt market

dealer, a scholarship plan dealer or an investment fund manager

and if all of the following apply:

(

a) the firm has a minimum capital, as calculated in

accordance with MFDA Form 1 MFDA Financial

Questionnaire and Report, of not less than

(i) $50,000, if the firm is registered as an exempt

market dealer or scholarship plan dealer,

(ii) $100,000, if the firm is registered as an investment

fund manager;

(

b) the firm notifies the regulator or, in Qu‚bec, the securities

regulatory authority as soon as possible if, at any time, the

firm's risk adjusted capital, as calculated in accordance

with MFDA Form 1 MFDA Financial Questionnaire and

Report is less than zero;

(

c) the risk adjusted capital of the firm, as calculated in

accordance with MFDA Form 1 MFDA Financial

Questionnaire and Report, is not less than zero for 2

consecutive days..

Section 12.2 is amended

(

a) by replacing the heading with "Notifying the regulator or the securities

regulatory authority of a subordination agreement",

(

b) by adding "or, in Qu‚bec, the securities regulatory authority" after

"regulator", and

(

c) by replacing "5 days" with "10 days".

45. Subsection 12.3(2) is amended by deleting "and".

46. Subsections 12.4(2) and (3) are amended by deleting "and" wherever it

occurs after "Appendix A".

47. Subsection 12.5 (2) is amended by deleting "and" after "Appendix A".

Section 12.7 is amended by

(

a) replacing the heading with "Notifying the regulator or the

securities regulatory authority of a change, claim or cancellation",

and

(

b) by adding "or, in Qu‚bec, the securities regulatory authority"

after "regulator".

Section 12.8 is replaced with the following:

12.8 Direction by the regulator or the securities regulatory authority to

conduct an audit or review

A registered firm must direct its auditor in writing to conduct any audit

or review required by the regulator or, in Qu‚bec, the securities

regulatory authority during its registration and must deliver a copy of the

direction to the regulator or the securities regulatory authority

(

a) with its application for registration, and

(

b) no later than the 10th day after the registered firm changes its

auditor..

Section 12.10 is amended in subsections (1) and (2) by adding "or, in Qu‚bec,

the securities regulatory authority" after "regulator".

51. Subsection 12.11(1) and (2) is amended by adding "or, in Qu‚bec, the

securities regulatory authority" after "regulator".

Section 12.12 is amended

(

a) by adding "or, in Qu‚bec, the securities regulatory authority" after

"regulator" wherever the expression occurs,

(

b) by adding, after section (2), the following:

(2.1) If a registered firm is a member of the MFDA and is registered as

an exempt market dealer or scholarship plan dealer, the firm is

exempt from paragraphs (1)(

b) and (2)(

b) if all of the following

apply:

(

a) the firm has a minimum capital of not less than $50,000 as

calculated in accordance with MFDA Form 1 MFDA

Financial Questionnaire and Report;

(

b) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed MFDA Form 1

MFDA Financial Questionnaire and Report, no later than

the 90th day after the end of its financial year, that shows

the calculation of the firm's risk adjusted capital as at the

end of the financial year and as at the end of the

immediately preceding financial year, if any;

(

c) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed MFDA Form 1

MFDA Financial Questionnaire and Report, no later than

the 30th day after the end of the first, second and third

interim period of its financial year, that shows the

calculation of the firm's risk adjusted capital as at the end

of the interim period and as at the end of the immediately

preceding month, if any., and

(

c) in subsection (3) by adding "unless it is also registered in another

category" after "exempt market dealer".

Section 12.13 is amended by adding "or, in Qu‚bec, the securities regulatory

authority" after "regulator".

Section 12.14 is amended

(

a) by adding "or, in Qu‚bec, the securities regulatory authority" after

"regulator" wherever the expression occurs, and

(

b) by adding, after subsection (3), the following:

(4) If a registered firm is a member of IIROC and is registered as an

investment fund manager, the firm is exempt from paragraphs

(1)(

b) and (2)(

b) if

(

a) the firm has a minimum capital of not less than $100,000,

as calculated in accordance with IIROC Form 1 Joint

Regulatory Financial Questionnaire and Report;

(

b) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed IIROC Form 1

Joint Regulatory Financial Questionnaire and Report, no

later than the 90th day after the end of its financial year,

that shows the calculation of the firm's risk adjusted capital

as at the end of the financial year and as at the end of the

immediately preceding financial year, if any, and

(

c) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed IIROC Form 1

Joint Regulatory Financial Questionnaire and Report, no

later than the 30th day after the end of the first, second and

third interim period of its financial year, that shows the

calculation of the firm's risk adjusted capital as at the end

of the interim period and as at the end of the immediately

preceding month, if any.

(5) If a registered firm is a member of the MFDA and is registered as

an investment fund manager, the firm is exempt from paragraphs

(1)(

b) and (2)(

b) if

(

a) the firm has a minimum capital of not less than $100,000,

as calculated in accordance with MFDA Form 1 MFDA

Financial Questionnaire and Report,

(

b) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed MFDA Form 1

MFDA Financial Questionnaire and Report, no later than

the 90th day after the end of its financial year, that shows

the calculation of the firm's risk adjusted capital as at the

end of the financial year and as at the end of the

immediately preceding financial year, if any, and

(

c) the firm delivers to the regulator or, in Qu‚bec, the

securities regulatory authority a completed MFDA Form 1

MFDA Financial Questionnaire and Report, no later than

the 30th day after the end of the first, second and third

interim period of its financial year, that shows the

calculation of the firm's risk adjusted capital as at the end

of the interim period and as at the end of the immediately

preceding month, if any..

Section 13.1 is amended by adding "an investment fund manager in respect of

its activities as" after "apply to".

Section 13.2 is amended

(

a) in subsection (3) by deleting "under paragraph (2)(a)",

(

b) in subparagraph (3)(b)(

i) by replacing "10%" with "25%", and

(

c) by adding the following after subsection (6):

(7) Paragraph (2)(

b) does not apply to a registrant in respect of a

client for which the registrant only trades securities referred to in

paragraphs 7.1(2)(

b) and (2)(c)..

57. Paragraph 13.6 (

b) is amended by adding ", or is managed by an affiliate of,"

after "affiliate of".

Section 13.8 is replaced with the following:

13.8 Permitted referral arrangements

A registered firm, or a registered individual whose registration is

sponsored by the registered firm, must not participate in a referral

arrangement with another person or company unless,

(

a) before a client is referred by or to the registrant, the terms of the

referral arrangement are set out in a written agreement between

the registered firm and the person or company;

(

b) the registered firm records all referral fees, and

(

c) the registrant ensures that the information prescribed by

subsection 13.10(1) [disclosing referral arrangements to clients]

is provided to the client in writing before the party receiving the

referral either opens an account for the client or provides services

to the client..

Section 13.9 is amended by

(

a) replacing "registrant that refers" with "registered firm, or a registered

individual whose registration is sponsored by the registered firm, must

not refer",

(

b) replacing "must take" with "unless the firm first takes", and

(

c) deleting "himself, herself, or".

60. Subsection 13.10 (1) is amended

(

a) in paragraph (

a) by replacing "referral arrangement" with "agreement

referred to in paragraph 13.8(a)",

(

b) in paragraph (

b) by replacing "referral arrangement" with

"agreement", and

(

c) in paragraph (

c) by replacing "referral arrangement" with "agreement".

Section 13.12 is amended by adding the following:

(2) Notwithstanding subsection (1), an investment fund manager may lend

money on a short term basis to an investment fund it manages, if the

loan is for the purpose of funding redemptions of its securities or

meeting expenses incurred by the investment fund in the normal course

of its business..

62. Subsection 13.13 (2) is amended by

(

a) adding "one of the following applies" after "if", and

(

b) repealing paragraph (b).

Section 13.14 is replaced with the following:

13.14 Application of this Division

(1) This Division does not apply to an investment fund

manager in respect of its activities as an investment fund

manager.

(2) In Qu‚bec, a registered firm is deemed to comply with this

Division if it complies with sections 168.1.1 to 168.1.3 of

the Securities Act (Qu‚bec)..

Section 14.1 is replaced with the following:

14.1 Investment fund managers exempt from

Part 14

14.1 Other than sections 14.6 [holding client assets in trust], 14.12(5)

[content and delivery of trade confirmation] and 14.14 [account

statements], this Part does not apply to an investment fund

manager in respect of its activities as an investment fund

manager..

65. Subsection 14.2 (2) is amended

(

a) by replacing paragraph (

j) with the following:

(

j) If

section 13.16 applies to the registered firm, disclosure that

independent dispute resolution or mediation services are available

at the registered firm's expense, to resolve any dispute that might

arise between the client and the firm about any trading or advising

activity of the firm or one of its representatives;, and

(

b) in paragraph (

k) by adding "registered" after "that the".

Section 14.5 is replaced with the following:

14.5 Notice to clients by non-resident registrants

(1) A registered firm whose head office is not located in the local

jurisdiction must provide a client in the local jurisdiction with a

statement in writing disclosing the following:

(

a) the firm is not resident in the local jurisdiction;

(

b) the jurisdiction in Canada or the foreign jurisdiction in

which the head office or the principal place of business of

the firm is located;

(

c) all or substantially all of the assets of the firm may be

situated outside the local jurisdiction;

(

d) there may be difficulty enforcing legal rights against the

firm because of the above;

(

e) the name and address of the agent for service of process of

the firm in the local jurisdiction.

(2) This

section does not apply to a registered firm whose head office

is in Canada if the firm is registered in the local jurisdiction..

Section 14.12 is amended

(

a) in subsection (1) by replacing "Subject to subsection (2), a" with "A"

and by adding "or, if the client consents in writing, to a registered

adviser acting for the client," after "deliver to the client",

(

b) by replacing subsection (3) with the following:

(3) Paragraph (1)(

h) does not apply if all of the following apply:

(

a) the security is a security of a mutual fund that is

established and managed by the registered dealer or by an

affiliate of the registered dealer, in its capacity as

investment fund manager of the mutual fund;

(

b) the names of the dealer and the mutual fund are sufficiently

similar to indicate that they are affiliated or related., and

(

c) by adding the following after subsection (4):

(5) A registered investment fund manager that has executed a

redemption order received directly from a security holder must

promptly deliver to the security holder a written confirmation of

the redemption, setting out the following:

(

a) the quantity and description of the security redeemed;

(

b) the price per security received by the client;

(

c) the commission, sales charge, service charge and any other

amount charged in respect of the redemption;

(

d) the settlement date of the redemption.

(6) Section 14.12 (5) does not apply to trades in a security of an

investment fund made on reliance on

section 8.6..

Section 14.13 is amended

(

a) in the heading by replacing "Semi-annual confirmations" with

"Confirmations", and

(

b) by repealing paragraph (d).

Section 14.14 is amended

(

a) in the heading by replacing "Client" with "Account",

(

b) in subsection (2) by deleting ", other than a mutual fund dealer," after

"registered dealer",

(

c) by adding the following after subsection (2):

(2.1) Subsection (2) does not apply to a mutual fund dealer in

connection with its activities as a dealer in respect of the

securities listed in

section 7.1(2)(b).,

(

d) by adding the following after subsection (3):

(3.1) If there is no dealer of record for a security holder on the records

of a registered investment fund manager, the investment fund

manager must deliver a statement to the security holder at least

once every 12 months,,

(

e) by replacing subsection (4) with the following:

(4) A statement delivered under subsection (1), (2), (3) or (3.1) must

include all of the following information for each transaction made

for the client or security holder during the period covered by the

statement:

(

a) the date of the transaction;

(

b) the type of transaction;

(

c) the name of the security;

(

d) the number of securities;

(

e) the price per security;

(

f) the total value of the transaction.,

(

f) by replacing subsection (5) with the following:

(5) A statement delivered under subsection (1), (2), (3) or (3.1) must

include all of the following information about the client's or

security holder's account as at the end of the period for which the

statement is made:

(

a) the name and quantity of each security in the account;

(

b) the market value of each security in the account;

(

c) the total market value of each security position in the

account;

(

d) any cash balance in the account;

(

e) the total market value of all cash and securities in the

account, and

(

g) by adding the following after subsection (5):

(6) Subsections (1) and (2) do not apply to a scholarship plan dealer

if both of the following apply:

(

a) the dealer is not registered in another dealer or adviser

category;

(

b) the dealer delivers to the client a statement at least once

every 12 months that provides the information in

subsections (4) and (5)..

70. Subsection 15.1 is amended by adding "in Qu‚bec" after "regulator".

71. Subsection 16.4 is amended

(

a) in paragraph (1)(

b) by adding "or, in Qu‚bec, the securities regulatory

authority" after "regulator", and

(

b) in subsection (3) by adding "a" after "dealer or".

72. Subsection 16.5(1) is replaced with the following:

(1) A person or company is not required to register in the local jurisdiction

as an investment fund manager if it is registered, or has applied for

registration, as an investment fund manager in the jurisdiction of Canada

in which its head office is located.

(2) Subsection (1) is repealed on September 28, 2012..

73. Subsection 16.6(2) is replaced with the following:

(2) Subsection (1) is repealed on September 28, 2012..

74. Subsections 16.7(3) and (4) are amended by adding "or, in Qu‚bec, the

securities regulatory authority" after "regulator" wherever this expression

occurs.

75. Subsection 16.8(

b) is amended by adding "or, in Qu‚bec, the securities

regulatory authority" after "regulator".

76. Subsection 16.9 is amended

(

a) in paragraph (1)(b), by adding "or, in Qu‚bec, the securities regulatory

authority" after "regulator", and

(

b) in subsection (2), by adding "in a jurisdiction of Canada" after

"compliance officer".

77. Subsection 16.10 (1) is amended by adding "in a jurisdiction of Canada" after

"is registered".

78. Subsection 16.16(1) is amended

(

a) by adding "in a jurisdiction of Canada" after "registered firm", and

(

b) in subsection (2) by replacing "2 years after this Instrument comes into

force" with "on September 28, 2012".

Section 16.17 is replaced with the following:

16.17 Account statements - mutual fund dealers

(1) Section 14.14 [account statements] does not apply to a person or

company that was, on September 28, 2009, either of the

following:

(

a) a member of the MFDA;

(

b) a mutual fund dealer in Qu‚bec, unless it was also a

portfolio manager in Qu‚bec.

(2) Subsection (1) is repealed on September 28, 2011..

80. Form 31-103F1 is replaced with the following:

FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL

______________________________________

Firm Name

Capital Calculation

(as at ________________ with comparative figures as at ______________)

Component

Current period

Prior period

Current assets

Less current assets not readily convertible into

cash (e.g., prepaid expenses)

Adjusted current assets

Line 1 minus line 2 =

Current liabilities

Add 100% of long-term related party debt unless

the firm and the lender have executed a

subordination agreement in the form set out in

Appendix B and the firm has delivered a copy of

the agreement to the regulator or, in Qu‚bec, the

securities regulatory authority

Adjusted current liabilities

Line 4 plus line 5 =

Adjusted working capital

Line 3 minus line 6 =

Less minimum capital

Less market risk

Less any deductible under the bonding or

insurance policy required under

Part 12 of

National Instrument 31-103, Registration

Requirements, Exemptions and Ongoing

Registrant Obligations

Less Guarantees

Less unresolved differences

Excess working capital

Notes:

This form must be prepared using the accounting principles that you use to prepare

your financial statements in accordance with National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards.

Section 12.1 of Companion Policy 31-

103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations

provides further guidance in respect of these accounting principles.

Line 5. Related-party debt - Refer to the CICA Handbook for the definition of

"related party" for publicly accountable enterprises.

Line 8. Minimum Capital - The amount on this line must be not less than (a)

$25,000 for an adviser and (b) $50,000 for a dealer. For an investment fund manager,

the amount must be not less than $100,000 unless subsection 12.1(4) applies.

Line 9. Market Risk - The amount on this line must be calculated according to the

instructions set out in

Schedule 1 to this Form.

Line 11. Guarantees - If the registered firm is guaranteeing the liability of another

party, the total amount of the guarantee must be included in the capital calculation. If

the amount of a guarantee is included in the firm's statement of financial position as a

current liability and is reflected in line 4, do not include the amount of the guarantee

on line 11.

Line 12. Unresolved differences - Any unresolved differences that could result in a

loss from either firm or client assets must be included in the capital calculation. The

examples below provide guidance as to how to calculate unresolved differences:

(

i) If there is an unresolved difference relating to client securities, the

amount to be reported on Line 12 will be equal to the fair value of the

client securities that are short, plus the applicable margin rate for those

securities.

(ii) If there is an unresolved difference relating to the registrant's

investments, the amount to be reported on Line 12 will be equal to the

fair value of the investments (securities) that are short.

(iii) If there is an unresolved difference relating to cash, the amount to be

reported on Line 12 will be equal to the amount of the shortfall in cash.

Please refer to

section 12.1 of Companion Policy 31-103CP Registration

Requirements, Exemptions and Ongoing Registrant Obligations for further guidance

on how to prepare and file this form.

Management Certification

Registered Firm Name: ____________________________________________

We have examined the attached capital calculation and certify that the firm is in compliance

with the capital requirements as at ______________________________.

Name and Title

Signature

Date

1.____________________

____________________

2. ___________________

____________________

_________________________

_________________________

________________________

________________________

Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital

(calculating line 9 [market risk])

For purposes of completing this form:

(1) "Fair value" means the value of a security determined in accordance

with Canadian GAAP applicable to publicly accountable enterprises.

(2) For each security whose value is included in line 1, Current Assets,

multiply the fair value of the security by the margin rate for that security

set out below. Add up the resulting amounts for all of the securities you

hold. The total is the "market risk" to be entered on line 9.

(

a) Bonds, Debentures, Treasury Bills and Notes

(

i) Bonds, debentures, treasury bills and other securities of or guaranteed by

of America and of any other national foreign government (provided such

foreign government securities are currently rated Aaa or AAA by

Moody's Investors Service, Inc. or Standard & Poor's Corporation,

respectively), maturing (or called for redemption):

within 1 year:

1% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

1 % of fair value

over 3 years to 7 years:

2% of fair value

over 7 years to 11 years:

4% of fair value

over 11 years:

4% of fair value

(ii) Bonds, debentures, treasury bills and other securities of or guaranteed by

any jurisdiction of Canada and obligations of the International Bank for

Reconstruction and Development, maturing (or called for redemption):

within 1 year:

2% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

3 % of fair value

over 3 years to 7 years:

4% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

(iii) Bonds, debentures or notes (not in default) of or guaranteed by any

municipal corporation in Canada or the United Kingdom maturing:

within 1 year:

3% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

5 % of fair value

over 3 years to 7 years:

5% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

(iv) Other non-commercial bonds and debentures, (not in default): 10% of fair

value

(

v) Commercial and corporate bonds, debentures and notes (not in default) and

non-negotiable and non-transferable trust company and mortgage loan

company obligations registered in the registered firm's name maturing:

within 1 year:

3% of fair value

over 1 year to 3 years:

6 % of fair value

over 3 years to 7 years:

7% of fair value

over 7 years to 11 years:

10% of fair value

over 11 years:

10% of fair value

(

b) Bank Paper

Deposit certificates, promissory notes or debentures issued by a Canadian chartered

bank (and of Canadian chartered bank acceptances) maturing:

within 1 year:

2% of fair value multiplied by the fraction determined

by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds,

debentures and notes

(

c) Acceptable foreign bank paper

Deposit certificates, promissory notes or debentures issued by a foreign bank, readily

negotiable and transferable and maturing:

within 1 year:

2% of fair value multiplied by the fraction determined by

dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds,

debentures and notes

"Acceptable Foreign Bank Paper" consists of deposit certificates or promissory notes

issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital

plus reserves) of not less than $200,000,000.

(

d) Mutual Funds

Securities of mutual funds qualified by prospectus for sale in any jurisdiction of

Canada:

(i) 5% of the net asset value per security as determined in accordance with

National Instrument 81-106 Investment Fund Continuous Disclosure,

where the fund is a money market mutual fund as defined in National

Instrument 81-102 Mutual Funds; or

(ii) the margin rate determined on the same basis as for listed stocks

multiplied by the net asset value per security of the fund as determined

in accordance with National Instrument 81-106 Investment Fund

Continuous Disclosure.

(

e) Stocks

In this paragraph, "securities" includes rights and warrants and does not include

bonds and debentures.

(

i) On securities including investment fund securities, rights and warrants,

listed on any exchange in Canada or the United States of America:

Long Positions - Margin Required

Securities selling at $2.00 or more - 50% of fair value

Securities selling at $1.75 to $1.99 - 60% of fair value

Securities selling at $1.50 to $1.74 - 80% of fair value

Securities selling under $1.50 - 100% of fair value

Short Positions - Credit Required

Securities selling at $2.00 or more - 150% of fair value

Securities selling at $1.50 to $1.99 - $3.00 per share

Securities selling at $0.25 to $1.49 - 200% of fair value

Securities selling at less than $0.25 - fair value plus $0.25 per

shares

(ii) For positions in securities that are constituent securities on a major broadly-

based index of one of the following exchanges, 50% of the fair value:

(

a) Australian Stock Exchange Limited

(

b) Bolsa de Madrid

(

c) Borsa Italiana

(

d) Copenhagen Stock Exchange

(

e) Euronext Amsterdam

(

f) Euronext Brussels

(

g) Euronext Paris S.A.

(

h) Frankfurt Stock Exchange

(

i) London Stock Exchange

(

j) New Zealand Exchange Limited

(

k) Stockholm Stock Exchange

(

l) Swiss Exchange

(

m) The Stock Exchange of Hong Kong Limited

(

n) Tokyo Stock Exchange

(

f) Mortgages

(

i) For a firm registered in any jurisdiction of Canada except Ontario:

(

a) Insured mortgages (not in default): 6% of fair value

(

b) Mortgages which are not insured (not in default): 12% of fair value of

the loan or the rates set by Canadian financial institutions or

Schedule III

banks, whichever is greater.

(ii) For a firm registered in Ontario:

(

a) Mortgages insured under the National Housing Act (Canada) (not in

default): 6% of fair value

(

b) Conventional first mortgages (not in default): 12% of fair value of the

loan or the rates set by Canadian financial institutions or

Schedule III

banks, whichever is greater.

If you are registered in Ontario regardless of whether you are also registered in

another jurisdiction of Canada, you will need to apply the margin rates set forth in (ii)

above.

(

g) For all other securities - 100% of fair value.

81. Form 31-103F2 is replaced with the following:

FORM 31-103F2 SUBMISSION TO JURISDICTION AND APPOINTMENT

OF AGENT FOR SERVICE

(sections 8.18 [international dealer] and 8.26 [international adviser])

1. Name of person or company ("International Firm"):

2. If the International Firm was previously assigned an NRD number as a

registered firm or an unregistered exempt international firm, provide the NRD

number of the firm.

3. Jurisdiction of incorporation of the International Firm:

4. Head office address of the International Firm:

5. The name, e-mail address, phone number and fax number of the International

Firm's chief compliance officer.

Name:

E-mail address:

Phone:

Fax:

Section of National Instrument 31-103, Registration Requirements, Exemptions

and Ongoing Registrant Obligations the International Firm is relying on:

Section 8.18 [international dealer]

Section 8.26 [international adviser]

0 Other

7. Name of agent for service of process (the "Agent for Service"):

8. Address for service of process on the Agent for Service:

9. The International Firm designates and appoints the Agent for Service at the

address stated above as its agent upon whom may be served a notice, pleading,

subpoena, summons or other process in any action, investigation or

administrative, criminal, quasi-criminal or other proceeding (a "Proceeding")

arising out of or relating to or concerning the International Firm's activities in

the local jurisdiction and irrevocably waives any right to raise as a defence in

any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

10. The International Firm irrevocably and unconditionally submits to the non-

exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals

of the local jurisdiction in any Proceeding arising out of or related to or

concerning the International Firm's activities in the local jurisdiction.

11. Until 6 years after the International Firm ceases to rely on

section 8.18

[international dealer] or

section 8.26 [international adviser], the International

Firm must submit to the securities regulatory authority

a. a new Submission to Jurisdiction and Appointment of Agent for Service

in this form no later than the 30th day before the date this Submission to

Jurisdiction and Appointment of Agent for Service is terminated; and

b. an amended Submission to Jurisdiction and Appointment of Agent for

Service no later than the 30th day before any change in the name or

above address of the Agent for Service.

12. This Submission to Jurisdiction and Appointment of Agent for Service is

governed by and construed in accordance with the laws of the local

jurisdiction.

Dated: ____________________________________

__________________________________________

(Signature of the International Firm or authorized signatory)

__________________________________________

(Name and Title of authorized signatory)

Acceptance

The undersigned accepts the appointment as Agent for Service of (Insert name of

Jurisdiction and Appointment of Agent for Service.

Dated: ____________________________________

__________________________________________

(Signature of Agent for Service or authorized signatory)

__________________________________________

(Name and Title of authorized signatory)

82. Form 31-103F3 is amended by replacing "and Exemptions" with ",

Exemptions and Ongoing Registrant Obligations".

83. Appendix B is amended

(

a) by replacing "and Exemptions" with ", Exemptions and Ongoing

Registrant Obligations", and

(

b) in

section 1 by replacing "owned" with "owed", and

(

c) in

section 4 by adding "10 days before" after "Securities Regulatory

Authority" and by deleting "prior to" after "Securities Regulatory

Authority".

84. This instrument comes into force on July 11, 2011.

AMENDMENTS TO NATIONAL INSTRUMENT 33-109

REGISTRATION INFORMATION

(Securities Act)

Made as a rule by the Alberta Securities Commission on April 12, 2011 pursuant to

sections 223 and 224 of the Securities Act.

1. National Instrument 33-109 Registration Information is amended by this

Instrument.

Section 1.1 is amended

(

a) by deleting the

definitions of "NI 31-102" and "NI 31-103", and

(

b) in the opening statement of the definition of "permitted individual" by

deleting the words "who is not a registered individual and".

3. Sections 1.2, 2.1 and 2.2 are amended by replacing "NI 31-102" wherever the

expression occurs with "National Instrument 31-102 National Registration

Database".

Section 2.3 is amended

(

a) in subsection (1) by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database",

(

b) in subsection (2) by replacing "NI 31-103" with "National Instrument

31-103-Registration Requirements, Exemptions and Ongoing Registrant

Obligations" and by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database", and

(

c) in paragraph (2)(

b) by adding "resigned voluntarily," after "resign,".

Section 2.4 is amended by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database".

Section 2.5 is amended

(

a) in subsection (1) by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database" and by replacing "7 days"

with "10 days",

(

b) in paragraph (2)(

a) by replacing "NI 31-102" with "National

Instrument 31-102 National Registration Database", and

(

c) in subparagraph 2(a)(

i) by replacing "7 days " with "10 days".

7. Sections 2.6 is amended by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database".

Section 3.1 is amended by replacing "7 days" with "10 days" wherever the

expression occurs.

Section 3.2 is amended by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database" and by replacing "7 days" with "10

days".

10. Subsection 4.1 is amended

(

a) in subsection (1) by replacing "7 days" with "10 days",

(

b) in subsection (3) and (4) by replacing "NI 31-102" with "National

Instrument 31-102 National Registration Database", and

(

c) by replacing paragraph (4)(

b) with the following paragraphs:

(

b) the removal or the addition of a category of registration;

(

c) the surrender of registration in one or more non-principal

jurisdictions..

Section 4.2 is amended

(

a) in subsection (1) by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database",

(

b) in paragraph (1)(

b) by deleting "or retirement" and "or the completion

or expiry of an employment or agency contract",

(

c) in subsections (2), (3) and (4), by replacing "7 days" wherever the

expression occurs with "10 days", and

(

d) in subsections (3) and (4), by replacing "person or company" wherever

the expression occurs with "registered firm".

Section 6.2 is amended by replacing "instrument" wherever it occurs with

"Instrument" and by replacing "7 days" wherever the expression occurs with

"10 days".

Section 6.4 is amended by replacing "NI 31-102" with "National Instrument

31-102 National Registration Database".

14. Form 33-109F1 is amended

(

a) under "GENERAL INSTRUCTIONS" by replacing "person" after

"permitted" with "individual" and by adding at the end "or has ceased

to act in a registerable activity or as a permitted individual",

(

b) under "Terms" by replacing at the end ";" with ".",

(

c) under "When to submit the form" by replacing "five business days"

with "10 days",

(

d) in Item 5 by replacing the instructions above "[For NRD Format

only:]" with the following:

Complete Item 5 except where the individual is deceased. In the space

below:

* state the reason(

s) for the cessation / termination and

* provide details if the answer to any of the following

questions is "Yes".,

(

e) in Item 5 under "[For NRD Format only:]" by replacing "completed

temporary employment contract, retired or" with "individual is", and

(

f) by repealing Item 6 and

Schedule A.

15. Form 33-109F2 is amended

(

a) in the heading by replacing "section 4.2 or 2.2(2) or 2.5(2)" with

"section 2.2(2), 2.4, 2.6(2) or 4.1(4)",

(

b) by replacing Item 2 with the following:

Item 2 Registration jurisdictions

1. Are you filing this form under the passport system / interface for

registration?

Choose "no" if you are registered in:

(

a) only one jurisdiction in Canada,

(

b) more than one jurisdiction in Canada and you are requesting

a surrender in a non-principal jurisdiction or jurisdictions,

but not in your principal jurisdiction, or

(

c) more than one jurisdiction in Canada and you are requesting

a change only in your principal jurisdiction.,

(

c) by replacing Item 4 with the following:

Item 4 Adding categories

1. Categories

What categories are you seeking to add?

_____________________________________________________

2. Professional liability insurance (Qu‚bec mutual fund dealers and

Qu‚bec scholarship plan dealers)

If you are seeking registration as a representative of a mutual fund dealer

or of a scholarship plan dealer in Qu‚bec, are you covered by your

sponsoring firm's professional liability insurance?

Yes 0 No0

If "No", state:

The name of your insurer ________________________________

Your policy number _____________________________________

3. Relevant securities industry experience

If you have not been registered in the last 36 months and you passed the

required examination more than 36 months ago, do you consider that

you have gained 12 months of relevant securities industry experience

during the 36 month period?

Yes 0 No 0 N/A 0

If you are an individual applying for IIROC approval, select "Not

Applicable" above.

If "yes", complete

Schedule A.,

(

d) by replacing

Schedule A with the following:

SCHEDULE A

Relevant securities industry experience (Item 4)

Describe your responsibilities in areas relating to the category you are

applying for, including the title(

s) you have held, as well as start and end

dates:

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

What is the percentage of your time devoted to these activities?

_____%

Indicate the continuing education activities which you have participated

in during the last 36 months and which are relevant to the category of

registration you are applying for:

_____________________________________________

_____________________________________________

_____________________________________________

_____________________________________________

(

e) by adding the following after

Schedule A:

Schedule B

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information

Officer

Telephone: (604) 899-6500 or (800) 373-

6393 (in BC)

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone (204) 945-2548

Fax (204) 945-0330

New Brunswick

New Brunswick Securities Commission

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Director, Regulatory Affairs

Telephone: (506) 658-3060

Newfoundland and Labrador

Securities NL

Financial Services Regulation Division

Department of Government Services

P.O. Box 8700, 2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Tel: (709) 729-5661

Nova Scotia

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

P.O. Box 458

Halifax, NS B3J 2P8

Attention: Deputy Director, Capital

Markets

Telephone: (902) 424-7768

Northwest Territories

Government of the Northwest Territories

P.O. Box 1320

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of

Securities

Telephone: (867) 920-8984

Nunavut

Legal Registries Division

Department of Justice

Government of Nunavut

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Deputy Registrar of Securities

Telephone: (867) 975-6590

Ontario

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant

Regulation

Telephone: (416) 593-8314

e-mail: registration@osc.gov.on.ca

Prince Edward Island

Securities Registry

Office of the Attorney General B

Consumer, Corporate and

Insurance Services Division

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Deputy Registrar of Securities

Telephone: (902) 368-6288

Qu‚bec

Autorit‚ des march‚s financiers

800, square Victoria, 22e ‚tage

C.P. 246, tour de la Bourse

Montr‚al (Qu‚bec) H4Z 1G3

Attention: Responsable de l'accŠs …

l'information

Telephone: (514) 395-0337 or (877) 525-

0337 (in Qu‚bec)

Saskatchewan

Saskatchewan Financial Services

Commission

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Director

Telephone: (306) 787-5842

Yukon

Yukon Securities Office

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5225

Self-regulatory organization

Investment Industry Regulatory

Organization of Canada

121 King Street West, Suite 1600

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: PrivacyOfficer@iiroc.ca

16. Form 33-109F3 is amended by replacing

Schedule A with the following:

Schedule A

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information

Officer

Telephone: (604) 899-6500 or (800) 373-

6393 (in BC)

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone (204) 945-2548

Fax (204) 945-0330

New Brunswick

New Brunswick Securities Commission

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Director, Regulatory Affairs

Telephone: (506) 658-3060

Newfoundland and Labrador

Securities NL

Financial Services Regulation Division

Department of Government Services

P.O. Box 8700, 2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Tel: (709) 729-5661

Nova Scotia

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

P.O. Box 458

Halifax, NS B3J 2P8

Attention: Deputy Director, Capital

Markets

Telephone: (902) 424-7768

Northwest Territories

Government of the Northwest Territories

P.O. Box 1320

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of

Securities

Telephone: (867) 920-8984

Nunavut

Legal Registries Division

Department of Justice

Government of Nunavut

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Deputy Registrar of Securities

Telephone: (867) 975-6590

Ontario

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant

Regulation

Telephone: (416) 593-8314

e-mail: registration@osc.gov.on.ca

Prince Edward Island

Securities Registry

Office of the Attorney General B

Consumer, Corporate and

Insurance Services Division

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Deputy Registrar of Securities

Telephone: (902) 368-6288

Qu‚bec

Autorit‚ des march‚s financiers

800, square Victoria, 22e ‚tage

C.P. 246, tour de la Bourse

Montr‚al (Qu‚bec) H4Z 1G3

Attention: Responsable de l'accŠs …

l'information

Telephone: (514) 395-0337 or (877) 525-

0337 (in Qu‚bec)

Saskatchewan

Saskatchewan Financial Services

Commission

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Director

Telephone: (306) 787-5842

Yukon

Yukon Securities Office

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5225

Self-regulatory organization

Investment Industry Regulatory

Organization of Canada

121 King Street West, Suite 1600

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: PrivacyOfficer@iiroc.ca

17. Form 33-109F4 is amended

(

a) in the definition of "Approved person" under "Terms" by replacing

"member of the IIROC (Member)" with "member (Member) of the

Investment Industry Regulatory Organization of Canada (IIROC)",

(

b) in the paragraphs "NRD format" and "Format, other than NRD

format", under the heading "How to submit this form", by adding

"with securities regulation experience" after "legal adviser",

(

c) in

section 1 of Item 8 by

(

i) replacing the title with the following:

Course, Examination or Designation Information and Other

Education

(ii) replacing "course and" with "course," and by adding "and

designation" in the first sentence of item 1, after "examination",

and

(iii) replacing "course or" with "course," and by adding "or

designation" in the second sentence of item 1, after

"examination",

(

d) in

section 2 of Item 8 by adding the following after "Advocis (formerly

CAIFA):__________________________":

RESP Dealers Association of Canada:

__________________________________

Other:

__________________________________________________________

(

e) in

section 3 of Item 8 by adding ", designation" after the word

"examination",

(

f) in Item 8 by adding the following after

section 3:

4. Relevant securities industry experience

If you are an individual applying for IIROC approval, select "Not

Applicable below".

If you have not been registered in the last 36 months and you passed the

required examination more than 36 months ago, do you consider that

you have gained 12 months of relevant securities industry experience

during the 36 month period?

Yes 0 No 0 N/A 0

If "yes", complete

Schedule F.,

(

g) in

section 4 of Item 9 by adding "supervisor or" after "Name of",

(

h) in Item 14 by replacing "Immigration Act" with "Immigration and

Refugee Protection Act", and "Young Offenders Act" wherever the

expression occurs with "former Young Offenders Act",

(

i) in Item 1.3 of

Schedule A to Form 33-109F4 by adding the following

after "No 0":

N\A 0

(

j) in

Schedule C by replacing "Investment Industry Regulatory

Organization of Canada" with "IIROC",

(

k) by replacing

Schedule E with the following:

SCHEDULE E

Proficiency (Item 8)

Item 8.1 Course, examination or designation information and other education

Course, examination,

designation or other

education

Date completed

(YYYY/MM/DD)

Date exempted

(YYYY/MM/DD)

Regulator /

securities

regulatory

authority

granting the

exemption

If you have listed the CFA Charter in Item 8.1, please indicate by checking the box

below whether you are a current member of the CFA Institute permitted to use the

CFA Charter.

Yes 0 No0

If "no", please explain why you no longer hold this designation:

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

If you have listed the CIM designation in Item 8.1, please indicate by checking the

box below whether you are currently permitted to use the CIM designation.

Yes 0 No0

If "no", please explain why you no longer hold this designation:

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

(

l) in

Schedule F

(

i) in the heading by replacing "Item 8.3" with "Items 8.3 and 8.4",

(ii) by adding the word ", designation" after the word "examination"

wherever it occurs, and

(iii) by adding the following after Item 8.3:

Item 8.4 Relevant securities industry experience

Describe your responsibilities in areas relating to the category you are

applying for, including the title(

s) you have held, as well as the start and

end dates:

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

What is the percentage of your time devoted to these activities?

_____%

Indicate the continuing education activities which you have participated

in during the last 36 months and which are relevant to the category of

registration you are applying for:

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

(

m) in

Schedule G by replacing

section 5 with the following:

5. Conflicts of interest

If you have more than one employer or are engaged in business related

activities:

A. Disclose any potential for confusion by clients and any potential for

conflicts of interest arising from your multiple employment or business related

activities or proposed business related activities.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

B. Indicate whether or not any of your employers or organizations where you

engage in business related activities are listed on an exchange.

_______________________________________________________________

_______________________________________________________________

C. Confirm whether the firm has procedures for minimizing potential conflicts

of interest and if so, confirm that you are aware of these procedures.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

D. State the name of the person at your sponsoring firm who has reviewed and

approved your multiple employment or business related activities or proposed

business related activities

_______________________________________________________________

E. If you do not perceive any conflicts of interest arising from this

employment, explain why.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

(

n) by replacing

Schedule O with the following:

Schedule O

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information

Officer

Telephone: (604) 899-6500 or (800) 373-

6393 (in BC)

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone (204) 945-2548

Fax (204) 945-0330

New Brunswick

New Brunswick Securities Commission

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Director, Regulatory Affairs

Telephone: (506) 658-3060

Newfoundland and Labrador

Securities NL

Financial Services Regulation Division

Department of Government Services

P.O. Box 8700, 2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Tel: (709) 729-5661

Nova Scotia

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

P.O. Box 458

Halifax, NS B3J 2P8

Attention: Deputy Director, Capital

Markets

Telephone: (902) 424-7768

Northwest Territories

Government of the Northwest Territories

P.O. Box 1320

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of

Securities

Telephone: (867) 920-8984

Nunavut

Legal Registries Division

Department of Justice

Government of Nunavut

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Deputy Registrar of Securities

Telephone: (867) 975-6590

Ontario

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant

Regulation

Telephone: (416) 593-8314

e-mail: registration@osc.gov.on.ca

Prince Edward Island

Securities Registry

Office of the Attorney General B

Consumer, Corporate and

Insurance Services Division

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Deputy Registrar of Securities

Telephone: (902) 368-6288

Qu‚bec

Autorit‚ des march‚s financiers

800, square Victoria, 22e ‚tage

C.P. 246, tour de la Bourse

Montr‚al (Qu‚bec) H4Z 1G3

Attention: Responsable de l'accŠs …

l'information

Telephone: (514) 395-0337 or (877) 525-

0337 (in Qu‚bec)

Saskatchewan

Saskatchewan Financial Services

Commission

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Director

Telephone: (306) 787-5842

Yukon

Yukon Securities Office

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5225

Self-regulatory organization

Investment Industry Regulatory

Organization of Canada

121 King Street West, Suite 1600

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: PrivacyOfficer@iiroc.ca

18. Form 33-109F5 is amended

(

a) under "How to submit this form" by adding the following after

subparagraph (

b) of the second paragraph:

Name of firm

_______________________________________________________________

Registration categories

_______________________________________________________________

NRD number (firm) ___________________________________

(

b) in Item 1 by adding the following under "0 Form 33-109F6":

If submitting changes to Form 33-109F6, please attach a blackline of the

amended sections of the form.,

(

c) in Item 5 by deleting the line "name of firm", and

(

d) by replacing

Schedule A with the following:

Schedule A

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information

Officer

Telephone: (604) 899-6500 or (800) 373-

6393 (in BC)

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone (204) 945-2548

Fax (204) 945-0330

New Brunswick

New Brunswick Securities Commission

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Director, Regulatory Affairs

Telephone: (506) 658-3060

Newfoundland and Labrador

Securities NL

Financial Services Regulation Division

Department of Government Services

P.O. Box 8700, 2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Tel: (709) 729-5661

Nova Scotia

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

P.O. Box 458

Halifax, NS B3J 2P8

Attention: Deputy Director, Capital

Markets

Telephone: (902) 424-7768

Northwest Territories

Government of the Northwest Territories

P.O. Box 1320

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of

Securities

Telephone: (867) 920-8984

Nunavut

Legal Registries Division

Department of Justice

Government of Nunavut

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Deputy Registrar of Securities

Telephone: (867) 975-6590

Ontario

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant

Regulation

Telephone: (416) 593-8314

e-mail: registration@osc.gov.on.ca

Prince Edward Island

Securities Registry

Office of the Attorney General B

Consumer, Corporate and

Insurance Services Division

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Deputy Registrar of Securities

Telephone: (902) 368-6288

Qu‚bec

Autorit‚ des march‚s financiers

800, square Victoria, 22e ‚tage

C.P. 246, tour de la Bourse

Montr‚al (Qu‚bec) H4Z 1G3

Attention: Responsable de l'accŠs …

l'information

Telephone: (514) 395-0337 or (877) 525-

0337 (in Qu‚bec)

Saskatchewan

Saskatchewan Financial Services

Commission

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Director

Telephone: (306) 787-5842

Yukon

Yukon Securities Office

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5225

Self-regulatory organization

Investment Industry Regulatory

Organization of Canada

121 King Street West, Suite 1600

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: PrivacyOfficer@iiroc.ca

19. Form 33-109F6 is amended

(

a) in the definition of "NI 31-103" by replacing "and Exemptions" with ",

Exemptions and Ongoing Registrant Obligations",

(

b) under "Definitions" by adding the following

definitions in

alphabetical order:

Foreign jurisdiction - see National Instrument 14-101

Definitions.

Jurisdiction or jurisdiction of Canada - see National Instrument 14-101

Definitions.

NI 52-107 - National Instrument 52-107 Acceptable Accounting

Principles and Auditing Standards.,

(

c) under "Contents of the form" by replacing "Alberta and Manitoba"

with "Alberta, Manitoba and New Brunswick",

(

d) in the next to last paragraph under "How to complete and submit the

form" by deleting "and fees",

(

e) under "How to complete and submit the form" by adding the

following paragraph before the last paragraph:

In most of this form, answers are required to questions which apply only

to Canadian provinces and territories; you will find that the questions are

referenced to "jurisdictions" or "jurisdiction of Canada". These refer to

all provinces and territories of Canada. However, the questions in

Part 4

-Registration History and

Part 7 - Regulatory Action are to be answered

in respect of any jurisdiction in the world.,

(

f) in

section 1.3 of

Part 1 by

(

i) replacing "Questions 1.1, 1.2, 1.4, 1.5, 2.4, and

Part 9" with

"Questions 1.1, 1.2, 1.4, 1.5, 2.4, 3.9, 5.4, 5.6*, and

Part 9",

(

j) replacing "Questions 1.1, 1.2, 1.4, 1.5, 5.1, 5.4, 5.5, 5.6, 5.7, 5.8,

Part 6 and

Part 9" with "Questions 1.1, 1.2, 1.4, 1.5, 3.1, 5.1, 5.4,

5.5*, 5.6*, 5.7, 5.8,

Part 6 and

Part 9", and

(ii) adding the following after "Part 6 and

Part 9":

* If the firm is adding Qu‚bec as a jurisdiction for registration in

the category of mutual fund dealer or scholarship plan dealer,

complete question 5.6.,

(

g) in the table in

section 1.4 under "Jurisdiction" by replacing "NT"

with "NS", and by replacing "NS" with "NT",

(

h) in the table in

section 1.5 under "Jurisdiction(

s) where the firm has

applied for the exemption" by replacing "NT" with "NS", and by

replacing "NS" with "NT",

(

i) in the table in paragraph 2.2 (

b) of

Part 2 by replacing "NT" with

"NS", and by replacing "NS" with "NT",

(

j) in sections 2.5 and 2.6 by replacing the word "Title" with the

following:

Officer title

Telephone number

E-mail address

(

k) in

section 3.3 in

Part 3 by replacing "Alberta or Manitoba" with

"Alberta, Manitoba or New Brunswick",

(

l) by replacing the first sentence of

Part 4 with the following:

The questions in

Part 4 apply to any jurisdiction and any foreign

jurisdiction.,

(

m) in

section 4.5 by deleting the word "ever" ,

(

n) by replacing

section 5.1 of

Part 5 with the following:

5.1 Calculation of excess working capital

Attach the firm's calculation of excess working capital.

* Investment dealers must use the capital calculation form

required by the Investment Industry Regulatory

Organization of Canada (IIROC).

* Mutual fund dealers must use the capital calculation form

required by the Mutual Fund Dealers Association of

Canada (MFDA), except for mutual fund dealers registered

in Qu‚bec only.

* Firms that are not members of either IIROC or the MFDA

must use Form 31-103F1 Calculation of Excess Working

Capital. See

Schedule C.,

(

o) in

section 5.4 by replacing "NT" with "NS", and by replacing "NS"

with "NT",

(

p) in

section 5.5 by adding the following after "Annual aggregate

coverage ($)":

Total coverage ($)

(

q) in

section 5.5 by replacing "Renewal date" with "Expiry date",

(

r) in

section 5.6

(

i) by adding the following after "Annual aggregate coverage ($)":

Total coverage ($)

(ii) under "Jurisdictions covered:", by replacing "NT" with "NS",

and by replacing "NS" with "NT",

(

s) by replacing

section 5.13 with the following:

5.13 Audited financial statements

(

a) Attach, for your most recently completed year, either

(

i) non-consolidated audited financial statements; or

(ii) audited financial statements prepared in accordance with

section 3.2(3) of NI 52-107.

(

b) If the audited financial statements attached for item (

a) were

prepared for a period ending more than 90 days before the date of

this application, also attach an interim financial report for a period

of not more than 90 days before the date of this application.

If the firm is a start-up company, you can attach an audited

opening statement of financial position instead.,

(

t) in

Part 6

(

i) by adding the following before

section 6.1 and after "31-

103CP":

For guidance regarding whether a firm will hold or have access to

client assets see

section 12.4 of Companion Policy 31-103CP.,

and

(ii) in

section 6.1 by replacing "does" with "will",

(

u) in

Part 7 by replacing the first sentence with the following:

The questions in

Part 7 apply to any jurisdiction and any foreign

jurisdiction. The information must be provided in respect of the last 7

years.,

(

v) in

section 7.1, by deleting "ever",

(

w) in

Part 8 by replacing the first paragraph with the following:

The firm must disclose offences or legal actions under any statute

governing the firm and its business activities in any jurisdiction. The

information must be provided in respect of the last 7 years.,

(

x) in

section 8.1 by deleting "ever",

(

y) by replacing

Schedule A with the following:

Schedule A

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151

British Columbia

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Attention: Freedom of Information

Officer

Telephone: (604) 899-6500 or (800) 373-

6393 (in BC)

Manitoba

The Manitoba Securities Commission

500 - 400 St. Mary Avenue

Winnipeg, MB R3C 4K5

Attention: Director of Registrations

Telephone (204) 945-2548

Fax (204) 945-0330

New Brunswick

New Brunswick Securities Commission

Suite 300, 85 Charlotte Street

Saint John, NB E2L 2J2

Attention: Director, Regulatory Affairs

Telephone: (506) 658-3060

Newfoundland and Labrador

Securities NL

Financial Services Regulation Division

Department of Government Services

P.O. Box 8700, 2nd Floor, West Block

Confederation Building

St. John's, NL A1B 4J6

Attention: Manager of Registrations

Tel: (709) 729-5661

Nova Scotia

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

P.O. Box 458

Halifax, NS B3J 2P8

Attention: Deputy Director, Capital

Markets

Telephone: (902) 424-7768

Northwest Territories

Government of the Northwest Territories

P.O. Box 1320

Yellowknife, NWT X1A 2L9

Attention: Deputy Superintendent of

Securities

Telephone: (867) 920-8984

Nunavut

Legal Registries Division

Department of Justice

Government of Nunavut

P.O. Box 1000 Station 570

Iqaluit, NU X0A 0H0

Attention: Deputy Registrar of Securities

Telephone: (867) 975-6590

Ontario

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Compliance and Registrant

Regulation

Telephone: (416) 593-8314

e-mail: registration@osc.gov.on.ca

Prince Edward Island

Securities Registry

Office of the Attorney General B

Consumer, Corporate and

Insurance Services Division

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Deputy Registrar of Securities

Telephone: (902) 368-6288

Qu‚bec

Autorit‚ des march‚s financiers

800, square Victoria, 22e ‚tage

C.P. 246, tour de la Bourse

Montr‚al (Qu‚bec) H4Z 1G3

Attention: Responsable de l'accŠs …

l'information

Telephone: (514) 395-0337 or (877) 525-

0337 (in Qu‚bec)

Saskatchewan

Saskatchewan Financial Services

Commission

Suite 601, 1919 Saskatchewan Drive

Regina, SK S4P 4H2

Attention: Director

Telephone: (306) 787-5842

Yukon

Yukon Securities Office

Department of Community Services

P.O. Box 2703 C-6

Whitehorse, YT Y1A 2C6

Attention: Superintendent of Securities

Telephone: (867) 667-5225

Self-regulatory organization

Investment Industry Regulatory

Organization of Canada

121 King Street West, Suite 1600

Toronto, Ontario M5H 3T9

Attention: Privacy Officer

Telephone: (416) 364-6133

E-mail: PrivacyOfficer@iiroc.ca

(

z) in

Schedule B by adding the following under "Address for service of

process on the Agent for Service":

Phone number of the Agent for Service:

________________________________________________

(aa) in paragraphs 7(

a) and 7(

b) of

Schedule B by replacing "7th day" with

"10th day", and

(bb) by replacing

Schedule C with the following:

Schedule C

FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL

______________________________________

Firm Name

Capital Calculation

(as at ________________ with comparative figures as at ______________)

Component

Current period

Prior period

Current assets

Less current assets not readily convertible into

cash (e.g., prepaid expenses)

Adjusted current assets

Line 1 minus line 2 =

Current liabilities

Add 100% of long-term related party debt unless

the firm and the lender have executed a

subordination agreement in the form set out in

Appendix B and the firm has delivered a copy of

the agreement to the regulator or, in Qu‚bec, the

securities regulatory authority

Adjusted current liabilities

Line 4 plus line 5 =

Adjusted working capital

Line 3 minus line 6 =

Less minimum capital

Less market risk

Less any deductible under the bonding or

insurance policy required under

Part 12 of

National Instrument 31-103, Registration

Requirements, Exemptions and Ongoing

Registrant Obligations

Less Guarantees

Less unresolved differences

Excess working capital

Notes:

This form must be prepared using the accounting principles that you use to prepare

your financial statements in accordance with National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards.

Section 12.1 of Companion Policy 31-

103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations

provides further guidance in respect of these accounting principles.

Line 5. Related-party debt - Refer to the CICA Handbook for the definition of

"related party" for publicly accountable enterprises.

Line 8. Minimum Capital - The amount on this line must be not less than (a)

$25,000 for an adviser and (b) $50,000 for a dealer. For an investment fund manager,

the amount must be not less than $100,000 unless subsection 12.1(4) applies.

Line 9. Market Risk - The amount on this line must be calculated according to the

instructions set out in

Schedule 1 to this Form.

Line 11. Guarantees - If the registered firm is guaranteeing the liability of another

party, the total amount of the guarantee must be included in the capital calculation. If

the amount of a guarantee is included in the firm's statement of financial position as a

current liability and is reflected in line 4, do not include the amount of the guarantee

on line 11.

Line 12. Unresolved differences - Any unresolved differences that could result in a

loss from either firm or client assets must be included in the capital calculation. The

examples below provide guidance as to how to calculate unresolved differences:

(

i) If there is an unresolved difference relating to client securities, the

amount to be reported on Line 12 will be equal to the fair value of the

client securities that are short, plus the applicable margin rate for those

securities.

(ii) If there is an unresolved difference relating to the registrant's

investments, the amount to be reported on Line 12 will be equal to the

fair value of the investments (securities) that are short.

(iii) If there is an unresolved difference relating to cash, the amount to be

reported on Line 12 will be equal to the amount of the shortfall in cash.

Please refer to

section 12.1 of Companion Policy 31-103CP Registration

Requirements, Exemptions and Ongoing Registrant Obligations for further guidance

on how to prepare and file this form.

Management Certification

Registered Firm Name: ____________________________________________

We have examined the attached capital calculation and certify that the firm is in compliance with

the capital requirements as at ______________________________.

Name and Title

Signature

Date

1.____________________

____________________

2. ___________________

____________________

_________________________

_________________________

________________________

________________________

Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital

(calculating line 9 [market risk])

For purposes of completing this form:

(1) "Fair value" means the value of a security determined in accordance

with Canadian GAAP applicable to publicly accountable enterprises.

(2) For each security whose value is included in line 1, Current Assets,

multiply the fair value of the security by the margin rate for that security

set out below. Add up the resulting amounts for all of the securities you

hold. The total is the "market risk" to be entered on line 9.

(

a) Bonds, Debentures, Treasury Bills and Notes

(

i) Bonds, debentures, treasury bills and other securities of or guaranteed by the

America and of any other national foreign government (provided such foreign

government securities are currently rated Aaa or AAA by Moody's Investors

Service, Inc. or Standard & Poor's Corporation, respectively), maturing (or

called for redemption):

within 1 year:

1% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

1 % of fair value

over 3 years to 7 years:

2% of fair value

over 7 years to 11 years:

4% of fair value

over 11 years:

4% of fair value

(ii) Bonds, debentures, treasury bills and other securities of or guaranteed by any

jurisdiction of Canada and obligations of the International Bank for

Reconstruction and Development, maturing (or called for redemption):

within 1 year:

2% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

3 % of fair value

over 3 years to 7 years:

4% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

(iii) Bonds, debentures or notes (not in default) of or guaranteed by any municipal

corporation in Canada or the United Kingdom maturing:

within 1 year:

3% of fair value multiplied by the fraction

determined by dividing the number of

days to maturity by 365

over 1 year to 3 years:

5 % of fair value

over 3 years to 7 years:

5% of fair value

over 7 years to 11 years:

5% of fair value

over 11 years:

5% of fair value

(iv) Other non-commercial bonds and debentures, (not in default): 10% of fair

value

(

v) Commercial and corporate bonds, debentures and notes (not in default) and

non-negotiable and non-transferable trust company and mortgage loan

company obligations registered in the registered firm's name maturing:

within 1 year:

3% of fair value

over 1 year to 3 years:

6 % of fair value

over 3 years to 7 years:

7% of fair value

over 7 years to 11 years:

10% of fair value

over 11 years:

10% of fair value

(

b) Bank Paper

Deposit certificates, promissory notes or debentures issued by a Canadian chartered

bank (and of Canadian chartered bank acceptances) maturing:

within 1 year:

2% of fair value multiplied by the fraction determined

by dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds,

debentures and notes

(

c) Acceptable foreign bank paper

Deposit certificates, promissory notes or debentures issued by a foreign bank, readily

negotiable and transferable and maturing:

within 1 year:

2% of fair value multiplied by the fraction determined by

dividing the number of days to maturity by 365

over 1 year:

apply rates for commercial and corporate bonds,

debentures and notes

"Acceptable Foreign Bank Paper" consists of deposit certificates or promissory notes

issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital

plus reserves) of not less than $200,000,000.

(

d) Mutual Funds

Securities of mutual funds qualified by prospectus for sale in any jurisdiction of

Canada:

(i) 5% of the net asset value per security as determined in accordance with

National Instrument 81-106 Investment Fund Continuous Disclosure,

where the fund is a money market mutual fund as defined in National

Instrument 81-102 Mutual Funds; or

(ii) the margin rate determined on the same basis as for listed stocks

multiplied by the net asset value per security of the fund as determined

in accordance with National Instrument 81-106 Investment Fund

Continuous Disclosure.

(

e) Stocks

In this paragraph, "securities" includes rights and warrants and does not include

bonds and debentures.

(

i) On securities including investment fund securities, rights and warrants, listed

on any exchange in Canada or the United States of America:

Long Positions - Margin Required

Securities selling at $2.00 or more - 50% of fair value

Securities selling at $1.75 to $1.99 - 60% of fair value

Securities selling at $1.50 to $1.74 - 80% of fair value

Securities selling under $1.50 - 100% of fair value

Short Positions - Credit Required

Securities selling at $2.00 or more - 150% of fair value

Securities selling at $1.50 to $1.99 - $3.00 per share

Securities selling at $0.25 to $1.49 - 200% of fair value

Securities selling at less than $0.25 - fair value plus $0.25 per

shares

(ii) For positions in securities that are constituent securities on a major broadly-

based index of one of the following exchanges, 50% of the fair value:

(

a) Australian Stock Exchange Limited

(

b) Bolsa de Madrid

(

c) Borsa Italiana

(

d) Copenhagen Stock Exchange

(

e) Euronext Amsterdam

(

f) Euronext Brussels

(

g) Euronext Paris S.A.

(

h) Frankfurt Stock Exchange

(

i) London Stock Exchange

(

j) New Zealand Exchange Limited

(

k) Stockholm Stock Exchange

(

l) Swiss Exchange

(

m) The Stock Exchange of Hong Kong Limited

(

n) Tokyo Stock Exchange

(

f) Mortgages

(

i) For a firm registered in any jurisdiction of Canada except Ontario:

(

a) Insured mortgages (not in default): 6% of fair value

(

b) Mortgages which are not insured (not in default): 12% of fair value of

the loan or the rates set by Canadian financial institutions or

Schedule III

banks, whichever is greater.

(ii) For a firm registered in Ontario:

(

a) Mortgages insured under the National Housing Act (Canada) (not in

default): 6% of fair value

(

b) Conventional first mortgages (not in default): 12% of fair value of the

loan or the rates set by Canadian financial institutions or

Schedule III

banks, whichever is greater.

If you are registered in Ontario regardless of whether you are also registered in

another jurisdiction of Canada, you will need to apply the margin rates set forth in (ii)

above.

(

g) For all other securities - 100% of fair value.

20. Form 33-109F7 is amended

(

a) in

section 1 under "GENERAL INSTRUCTIONS" by adding "the

end of" after "on or before", and by replacing "termination" with

"cessation",

(

b) in

section 3 under "GENERAL INSTRUCTIONS" by deleting

"dismissed, or was", and by adding "resigned voluntarily or was

dismissed," after "resign,",

(

c) in the definition for "you", "your" and "individual" under "Terms" by

adding "or their status as permitted individual" after "registration",

(

d) in

section 5 of Item 5 by deleting "Date on which you will become

authorized to act on behalf of the new sponsoring firm as a registered

individual or permitted individual YYYY/MM/DD)",

(

e) in paragraph 2 (

b) of Item 9 by adding "or resigned voluntarily" after

"resign",

(

f) in

Schedule B by replacing "Investment Industry Regulatory

Organization of Canada" with "IIROC",

(

g) by replacing

section 5 of

Schedule D with the following:

5. Conflict of Interest

If you have more than one employer or are engaged in business related activities:

A. Disclose any potential for confusion by clients and any potential for conflicts of

interest arising from your multiple employment or business related activities or

proposed business related activities.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

B. Indicate whether or not any of your employers or organizations where you engage

in business related activities are listed on an exchange.

_____________________________________________________________________

_____________________________________________________________________

C. Confirm whether the firm has procedures for minimizing potential conflicts of

interest and if so, confirm that you are aware of these procedures.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

D. If you do not perceive any conflicts of interest arising from this employment,

explain why.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

(

h) by replacing

Schedule F with the following:

Schedule F

Contact information for

Notice of collection and use of personal information

Alberta

Alberta Securities Commission,

Suite 600, 250-5th St. SW

Calgary, AB T2P 0R4

Attention: Information Officer

Telephone: (403) 355-4151